REGISTRATION RIGHTS AGREEMENT



     THIS REGISTRATION RIGHTS AGREEMENT (this  "Agreement"),  dated as of August

26, 2005, by and between POSEIDIS,  INC., a Florida corporation (the "Company"),

and  CORNELL  CAPITAL  PARTNERS,   LP,  a  Delaware  limited   partnership  (the

"Investor").



     WHEREAS:



     A. In  connection  with the Standby  Equity  Distribution  Agreement by and

between  the  parties  hereto  of  even  date  herewith  (the  "Standby   Equity

Distribution Agreement"),  the Company has agreed, upon the terms and subject to

the conditions of the Standby Equity Distribution  Agreement,  to issue and sell

to the Investor that number of shares of the Company's  common stock,  par value

$0.0001 per share (the "Common Stock"),  which can be purchased  pursuant to the

terms of the Standby  Equity  Distribution  Agreement for an aggregate  purchase

price of up to Eight Million Dollars ($8,000,000). Capitalized terms not defined

herein  shall  have  the  meaning   ascribed  to  them  in  the  Standby  Equity

Distribution Agreement.



     B. To induce the  Investor  to  execute  and  deliver  the  Standby  Equity

Distribution  Agreement,  the Company has agreed to provide certain registration

rights  under  the  Securities  Act of  1933,  as  amended,  and the  rules  and

regulations  thereunder,  or any similar  successor statute  (collectively,  the

"Securities Act"), and applicable state securities laws.



     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants

contained  herein and other good and  valuable  consideration,  the  receipt and

sufficiency  of which are hereby  acknowledged,  the  Company  and the  Investor

hereby agree as follows:



1.   DEFINITIONS.



     As used in this  Agreement,  the  following  terms shall have the following

meanings:



     a.  "Person"  means  a  corporation,   a  limited  liability  company,   an

association,  a partnership,  an  organization,  a business,  an  individual,  a

governmental or political subdivision thereof or a governmental agency.



     b. "Register,"  "registered,"  and  "registration"  refer to a registration

effected by preparing and filing one or more Registration Statements (as defined

below) in compliance  with the Securities Act and pursuant to Rule 415 under the







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Securities  Act or any successor  rule  providing  for offering  securities on a

continuous  or delayed basis ("Rule 415"),  and the  declaration  or ordering of

effectiveness of such Registration  Statement(s) by the United States Securities

and Exchange Commission (the "SEC").



     c. "Registrable  Securities" means the Investor's Shares, as defined in the

Standby Equity  Distribution  Agreement,  and shares of Common Stock issuable to

Investors pursuant to the Standby Equity Distribution Agreement.



     d.  "Registration  Statement"  means a  registration  statement  under  the

Securities Act which covers the Registrable Securities.



2.   REGISTRATION.



     a. Mandatory Registration.  The Company shall prepare and file with the SEC

a  Registration  Statement  on  Form  S-1,  SB-2  or on  such  other  form as is

available.  The Company shall cause such  Registration  Statement to be declared

effective  by the SEC prior to the first sale to the  Investor of the  Company's

Common Stock pursuant to the Standby Equity Distribution Agreement.



     b.  Sufficient  Number of  Shares  Registered.  In the event the  number of

shares  available under a Registration  Statement filed pursuant to Section 2(a)

is insufficient to cover all of the  Registrable  Securities  which the Investor

has purchased pursuant to the Standby Equity Distribution Agreement, the Company

shall amend the Registration Statement, or file a new Registration Statement (on

the short form available therefore, if applicable),  or both, so as to cover all

of such Registrable  Securities which the Investor has purchased pursuant to the

Standby Equity Distribution  Agreement as soon as practicable,  but in any event

not later than  fifteen  (15) days after the  necessity  therefore  arises.  The

Company  shall  use  it  best  efforts  to  cause  such  amendment   and/or  new

Registration  Statement to become effective as soon as practicable following the

filing thereof.  For purposes of the foregoing  provision,  the number of shares

available under a Registration  Statement shall be deemed "insufficient to cover

all of the  Registrable  Securities"  if at any time the  number of  Registrable

Securities  issuable  on an Advance  Notice  Date is greater  than the number of

shares available for resale under such Registration Statement.



3.   RELATED OBLIGATIONS.



     a. The Company shall keep the Registration  Statement effective pursuant to

Rule 415 at all times  until the  earlier of the date on which (i) the  Investor

shall have sold all the  Registrable  Securities  covered  by such  Registration

Statement or (ii) the  Registrable  Securities  become eligible for sale without

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